Investment Company Act File No. 811-5571
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-2
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
PRE-EFFECTIVE AMENDMENT NO. ___
POST-EFFECTIVE AMENDMENT NO. ___
AND/OR REGISTRATION STATEMENT
UNDER THE INVESTMENT COMPANY ACT OF 1940
AMENDMENT NO. 18
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THE INDIA GROWTH FUND INC.
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(Exact Name of Registrant as Specified in Charter)
c/o Mitchell Hutchins Asset Management Inc.
1285 Avenue of the Americas
New York, New York 10019
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(Address of Principal Executive Offices)
(212) 713-2848
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(Registrant's Telephone Number, Including Area Code)
Paul Schubert
The India Growth Fund Inc.
c/o Mitchell Hutchins Asset Management Inc.
1285 Avenue of the Americas
New York, New York 10019
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(Name and Address for Agent for Service)
With a copy to:
Laurence E. Cranch, Esq.
Rogers & Wells LLP
200 Park Avenue
New York, New York 10166
(212) 878-8000
<PAGE>
EXPLANATORY NOTE
This filing is made solely for the purpose of filing an Amendment to
the Registration Statement of The India Growth Fund Inc. (the "Fund")
to reflect (i) the amendment to the Fund's By-Laws requiring advance
notice of any proposals brought by a stockholder at a stockholders'
meeting; and (ii) the adoption of an amended Code of Ethics by the
Fund.
At a meeting of the Board of Directors of the Fund held on January 24,
2000, the Directors approved an amendment to the Fund's By-Laws
(attached hereto as Exhibit I) setting forth provisions requiring a
stockholder who wishes to make a proposal at a stockholders' meeting to
give advance notice of the proposal.
At the same meeting, the Directors adopted an amended Code of Ethics
and Compliance Procedures (attached hereto as Exhibit II) to conform to
the amendments to Rule 17j-1 under the Investment Company Act of 1940,
adopted by the Securities and Exchange Commission on August 27, 1999.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, as
amended, the Registrant has duly caused this Amendment to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Mumbai, India on the 23rd day of March, 2000.
THE INDIA GROWTH FUND INC.
By: /s/ P.S. Subramanyam
P.S. Subramanyam
President and Chairman of the Board
<PAGE>
EXHIBIT I
Article I of the Corporation's Bylaws be, and it hereby is, amended to add
as Section 11 thereof the following:
Section 11. Matters To Be Acted On at Stockholders Meetings
(a) ANNUAL MEETINGS OF STOCKHOLDERS.
(1) Nominations of persons for election to the Board of Directors
and the proposal of business to be considered by the stockholders may
be made at an annual meeting of stockholders only if made (i) pursuant
to the Corporation's notice of meeting, (ii) by or at the direction of
the Board of Directors or (iii) by any stockholder of the Corporation
who was a stockholder of record at the time of giving of notice
provided for in this Section 11(a), who is entitled to vote at the
meeting and who complied with the notice procedures set forth in this
Section 11(a).
(2) For nominations or other business to be properly brought
before an annual meeting by a stockholder pursuant to clause (iii) of
paragraph (a)(1) of this Section 11, the stockholder must have given
timely notice thereof in writing to the secretary of the Corporation.
To be timely, a stockholder's notice shall be delivered to the
secretary at the principal executive offices of the Corporation not
less than 60 days nor more than 90 days prior to the first anniversary
of the preceding year's annual meeting; provided, however, that in the
event that the date of the annual meeting is advanced by more than 30
days or delayed by more than 60 days from such anniversary date,
notice by the stockholder to be timely must be so delivered not
earlier than the 90th day prior to such annual meeting and not later
than the close of business on the later of the 60th day prior to such
annual meeting or the tenth day following the day on which public
announcement of the date of such meeting is first made. Such
stockholder's notice shall set forth (i) as to each person whom the
stockholder proposes to nominate for election or reelection as a
director, all information relating to such person that is required to
be disclosed in solicitations of proxies for election of directors, or
is otherwise required, in each case pursuant to Regulation 14A under
the Securities Exchange Act of 1934, as amended (the "Exchange Act")
(including such person's written consent to being named in the proxy
statement as a nominee and to serving as a director if elected); (ii)
as to any other business that the stockholder proposes to bring before
the meeting, a brief description of the business desired to be brought
before the meeting, the reasons for conducting such business at the
meeting and any material interest in such business of such stockholder
and of the beneficial owners, if any, on whose behalf the proposal is
made; and (iii) as to the stockholder giving the notice and the
beneficial owners, if any, on whose behalf the nomination or proposal
is made, (x) the name and address of such stockholder, as they appear
on the Corporation's books, and of such beneficial owners, if any, and
(y) the class and number of shares of stock of the Corporation which
are owned beneficially and of record by such stockholder and such
beneficial owners, if any.
(3) Notwithstanding anything in the second sentence of paragraph
(a)(2) of this Section 11 to the contrary, in the event that the
number of directors to be elected to the Board of Directors is
increased and there is no public announcement naming all of the
nominees for director or specifying the size of the increased Board of
Directors made by the Corporation at least 70 days prior to the first
anniversary of the preceding year's annual meeting, a stockholder's
notice required by paragraph (a)(2) of this Section 11 shall also be
considered timely, but only with respect to nominees for any new
positions created by such increase, if it shall be delivered to the
secretary at the principal executive offices of the Corporation not
later than the close of business on the tenth day following the day on
which such public announcement is first made by the Corporation.
(b) SPECIAL MEETINGS OF STOCKHOLDERS.
(1) Only such business shall be conducted at a special meeting of
stockholders as shall have been brought before the meeting pursuant to
the Corporation's notice of meeting.
(2) Nominations of persons for election to the Board of Directors
may be made at a special meeting of stockholders at which directors
are to be elected (i) pursuant to the Corporation's notice of meeting,
(ii) by or at the direction of the Board of Directors or (iii)
provided that the Board of Directors has determined that directors
shall be elected at such special meeting, by any stockholder of the
Corporation who (x) has given timely notice thereof meeting the
requirements of Section 11(b)(3), (y) is a stockholder of record at
the time of giving of such notice, and (z) is entitled to vote at the
meeting.
(3) To be timely, a stockholder's notice referred to in Section
11(b)(2) must have been delivered to the secretary of the Corporation
at the principal executive offices of the Corporation not earlier than
the 90th day prior to such special meeting and not later than the
close of business on the later of the 60th day prior to such special
meeting or the tenth day following the day on which public
announcement is made of the date of the special meeting and of the
nominees proposed by the Board of Directors to be elected at such
meeting. Such stockholder's notice shall set forth (i) as to each
person whom the stockholder proposes to nominate for election or
reelection as a director, all information relating to such person that
is required to be disclosed in solicitations of proxies for election
of directors, or is otherwise required, in each case pursuant to
Regulation 14A under the Exchange Act (including such person's written
consent to being named in the proxy statement as a nominee and to
serving as a director if elected); and (ii) as to the stockholder
giving the notice and the beneficial owners, if any, on whose behalf
the nomination or proposal is made, (x) the name and address of such
stockholder, as they appear on the Corporation's books, and of such
beneficial owners, if any, and (y) the class and number of shares of
stock of the Corporation which are owned beneficially and of record by
such stockholder and such beneficial owners, if any.
(c) DECLARATION REGARDING IMPROPER BUSINESS. The chairman of an annual
or special meeting shall, if the facts warrant, determine and declare
to the meeting that business was not properly brought before the
meeting in accordance with the provisions of this Section 11, and if
he should so determine, he shall so declare to the meeting and any
such business not properly brought before the meeting shall not be
transacted.
<PAGE>
EXHIBIT II
THE INDIA GROWTH FUND INC.
CODE OF ETHICS
As Amended January 24, 2000
On October 31, 1980, the Securities and Exchange Commission (the "SEC")
adopted Rule 17j-1 (as amended, the "Rule") under the Investment Company Act of
1940, as amended (the "1940 Act") to require investment companies to adopt a
written code of ethics designed to deal with the potential "conflicts of
interest" that might arise with regard to transactions by affiliated persons of
an investment company. On August 27, 1999, the SEC adopted certain amendments to
the Rule. The India Growth Fund Inc. (the "Fund") and the Fund's investment
adviser, Unit Trust of India Investment Advisory Services Limited (the
"Adviser"), have adopted this Code of Ethics (the "Code") pursuant to the Rule.
The Rule makes it unlawful for any affiliated person of, or principal
underwriter for, the Fund, or any affiliated person of the Adviser, in
connection with the purchase or sale, directly or indirectly, by the person of a
security held or to be acquired by the Fund:
(1) To employ any device, scheme or artifice to defraud the Fund;
(2) To make any untrue statement of a material fact to the Fund or omit
to state a material fact necessary in order to make the statements made to the
Fund, in light of the circumstances under which they are made, not misleading;
(3) To engage in any act, practice or course of business that operates
or would operate as a fraud or deceit on the Fund; or
(4) To engage in any manipulative practice with respect to the Fund.
This Code and the compliance procedures being adopted in connection
herewith are designed to prevent such unlawful activities.
A. DEFINITIONS.
1. ACCESS PERSON. As used in this Code, the term "access person" shall
mean: (a) any director, officer (other than the Assistant Secretary of the
Fund), general partner or advisory person of the Fund or the Adviser; or (b) any
director, officer, or general partner of a principal underwriter of the Fund
who, in the ordinary course of business, makes, participates in or obtains
information regarding, the purchase or sale of covered securities for the Fund,
or whose functions or duties in the ordinary course of business relate to the
making of any recommendation to the Fund regarding the purchase or sale of
covered securities.
2. ADVISORY PERSON. As used in this Code, the term "advisory person" shall
mean (a) any employee of the Fund or of the Adviser, or of any company in a
control relationship to the Fund or the Adviser, who, in connection with his or
her regular functions or duties, makes, participates in, or obtains information
regarding the purchase or sale of covered securities by the Fund, or whose
functions relate to the making of any recommendations with respect to such
purchases or sales; and (b) any natural person in a control relationship to the
Fund or to the Adviser who obtains information concerning recommendations made
to the Fund with regard to the purchase or sale of covered securities by the
Fund.
3. COVERED SECURITY. As used in this Code, the term "covered security"
means a security as defined in Section 2(a)(36) of the 1940 Act, except that it
shall not include direct obligations of the Government of the United States,
bankers' acceptances, bank certificates of deposit, commercial paper and high
quality short-term debt instruments (including repurchase agreements), and
shares issued by open-end investment companies registered under the 1940 Act.
High quality short-term debt instruments mean any instrument that has a maturity
at issuance of less than 366 days and that is rated in one of the two highest
rating categories by a United States nationally recognized statistical rating
organization.
4. DISINTERESTED DIRECTOR. As used in this Code, the term "disinterested
person" shall mean a director of the Fund who is not an "interested person" of
the Fund within the meaning of Section 2(a)(19) of the 1940 Act.
5. INVESTMENT PERSONNEL. As used in this Code, "investment personnel" shall
mean: (i) any employee of the Fund or the Adviser (or any company in a control
relationship with either) who, in connection with his or her regular functions
or duties, makes or participates in making any recommendations regarding the
purchase or sale of securities by the Fund; and (ii) any natural person who
controls the Fund or the Adviser and who obtains information concerning
recommendations made to the Fund regarding the purchase or sale of securities by
the Fund.
6. PURCHASE OR SALE OF A COVERED SECURITY. As used in this Code, "purchase
or sale of a covered security" includes, inter alia, the writing of an option to
purchase or sell a covered security.
7. SECURITY HELD OR TO BE ACQUIRED. As used in this Code, "security held or
to be acquired" by the Fund shall mean (i) any covered security which, within
the most recent 15 days, is or has been held by the Fund; or is being or has
been considered by the Fund or the Adviser for purchase by the Fund; and (ii)
any option to purchase or sell, and any security convertible into or
exchangeable for, a covered security described in clause (i) of this Section
A.7.
8. AUTHORIZED PERSON. Shall mean an officer or appropriate employee of the
Fund or the Adviser and such other persons as shall be specifically designated
by the Directors of the Fund.
B. CONFIDENTIALITY OF FUND TRANSACTIONS.
1. Information relating to the Fund's portfolio and research activities is
confidential. Whenever statistical information or research is supplied to or
requested by the Fund or the Adviser, such information shall not be disclosed to
any persons other than authorized persons. Consideration of a particular
purchase or sale for the account of the Fund shall not be disclosed except to
authorized persons.
2. All brokerage orders for the purchase and sale of securities for the
account of the Fund will be so executed as to assure that the nature of the
transactions shall be kept confidential and disclosed only on a "need to know"
basis until the information is publicly released in the normal course of
business.
3. If any officer, employee or director of the Fund or of the Adviser
should obtain non-public information concerning the Fund's portfolio, such
person shall respect the confidential nature of this information and shall not
divulge it unless specifically authorized to do so by the President of the Fund.
4. In order to assure maximum confidentiality:
(a) The President of the Fund, or such other officer of the Fund or of
the Adviser as he may designate, shall have the responsibility for
coordinating all transactions for the purchase and sale of securities for
the account of the Fund.
(b) All orders for the purchase or sale of securities for the account
of the Fund shall be placed for execution by one or more employees of the
Adviser specifically designated to do so.
(c) All records of the Fund's transactions shall be kept in a secure
place and shall not be released to anyone other than authorized persons.
(d) A representative designated by the Adviser shall make such
inspections as he may deem necessary in order to assure compliance with
this Section.
5. For the purpose of compliance with Section 204A of the Investment
Advisers Act of 1940, the provisions of this Section B regarding confidentiality
shall apply to the Adviser with respect to all of its advisory clients to the
same extent as it applies with respect to the Fund.
C. PROHIBITED PURCHASES AND SALES.
1. No access person shall purchase or sell, directly or indirectly, any
covered security in which he or she has, or by reason of such transaction
acquires, any direct or indirect beneficial ownership and which to his or her
actual knowledge at the time of such purchase or sale is being purchased or sold
by the Fund, or which the Adviser, or any advisory person of the Adviser, is
actively considering for purchase or sale by the Fund. This prohibition shall
continue until at least 15 days after the time that the Adviser or advisory
person decides not to recommend such purchase or sale, or if such recommendation
is made, until at least 15 days after the time that the Fund decides not to
enter into, or completes, such recommended purchase or sale. This prohibition
shall apply to any purchase or sale by any access person of any option to
purchase or sell, or any security convertible into or exchangeable for a
security being purchased or sold by, or actively considered for recommendation
to, the Fund.
2. Investment personnel must obtain written approval from a senior officer
(designated for that purpose) of the Fund or the Adviser before directly or
indirectly acquiring any beneficial ownership in any security in an initial
public offering or in a private placement.
D. SCOPE OF THIS CODE OF ETHICS.
1. BENEFICIAL OWNERSHIP. This Code of Ethics applies to any security in
which the access person has "a direct or indirect beneficial ownership." For
purposes of this Code, "beneficial ownership" shall be interpreted in the same
manner as it would be under Rule 16a-1(a)(2) under the Securities Exchange Act
of 1934, and includes accounts of a spouse, minor children and relatives
resident in the access person's home, as well as accounts of another person if
by reason of any contract, understanding, relationship, agreement or other
arrangement the access person obtains therefrom benefits substantially
equivalent to those of ownership.
2. EXEMPT PURCHASES AND SALES. The prohibitions set forth in Section C of
this Code shall not apply to:
(a) Purchases or sales effected in any security over which an access
person or investment personnel has no direct or indirect influence or
control;
(b) Purchases or sales of securities which are not eligible for
purchase or sale by the Fund, except that all acquisitions of beneficial
ownership in securities in initial public offerings or private placements
shall be subject to the approval requirements of Section C.2;
(c) Purchases or sales which are nonvolitional on the part of either
the access person or the Fund;
(d) Purchases which are part of an automatic dividend reinvestment
plan; and
(e) Purchases effected upon exercise of rights issued by an issuer pro
rata to all holders of a class of its securities, to the extent such rights
were acquired from such issuer, and sales of such rights so acquired.
E. REPORTING REQUIREMENTS OF ACCESS PERSONS.
1. Reports Required. Unless excepted by Section E.2 of this Code, every
access person of the Fund and of the Adviser must report to the Fund and the
Adviser, respectively, as follows:
(a) INITIAL HOLDINGS REPORTS. No later than ten days after the person
becomes an access person, the following information (on the report form
attached hereto as Appendix A):
(i) The title, number of shares and principal amount of each
covered security in which the access person had any direct or indirect
beneficial ownership when the person became an access person;
(ii) The name of any broker, dealer or bank with whom the access
person maintained an account in which any securities were held for the
direct or indirect benefit of the access person as of the date the
person became an access person; and
(iii) The date that the report is submitted by the access person.
(b) QUARTERLY TRANSACTION REPORTS. No later than ten days after the
end of each calendar quarter, the following information (on the report form
attached hereto as Appendix B):
(i) With respect to any transaction during the quarter in a
covered security in which the access person had a direct or indirect
beneficial ownership:
(A) The date of the transaction, the title, the interest
rate and maturity date (if applicable), the number of shares and
the principal amount of each covered security involved;
(B) The nature of the transaction (i.e., purchase, sale or
any other type of acquisition or disposition);
(C) The price of the covered security at which the
transaction was effected;
(D) The name of the broker, dealer or bank with or through
which the transaction was effected; and
(E) The date that the report is submitted by the access
person.
(ii) With respect to any account established by the access person
in which any securities were held during the quarter for the direct or
indirect benefit of the access person:
(A) The name of the broker, dealer or bank with whom the
access person established the account;
(B) The date the account was established; and
(C) The date that the report is submitted by the access
person.
(c) ANNUAL HOLDINGS REPORTS. Annually, the following information
(which information must be current as of a date no more than 30 days before
the report is submitted) (on the report form attached hereto as Appendix
C):
(i) The title, number of shares and principal amount of each
covered security in which the access person had any direct or indirect
beneficial ownership;
(ii) The name of any broker, dealer or bank with whom the access
person maintains an account in which any securities are held for the
direct or indirect benefit of the access person; and
(iii) The date that the report is submitted by the access person.
(d) DISCLAIMER OF BENEFICIAL OWNERSHIP. Any report may contain a
statement declaring that the reporting of any such transaction shall not be
construed as an admission by the person making such report that he or she
has any direct or indirect beneficial ownership in the covered security to
which the report relates.
(e) SEC INSPECTION. Information supplied in the reports is available
for inspection by the SEC at any time during the five-year period following
the end of the fiscal year in which each report is made.
2. EXCEPTIONS FROM REPORTING REQUIREMENTS.
(a) A person need not make a report under Section E.1 of this Code
with respect to transactions effected for, and covered securities held in,
any account over which the person has no direct or indirect influence or
control.
(b) A disinterested director of the Fund who would be required to make
a report solely by reason of being a Fund director, need not make:
(i) an initial holdings report or an annual holdings report as
provided in this Code; and
(ii) A quarterly transaction report under this Code, unless the
director knew, or in the ordinary course of fulfilling his or her
official duties as a Fund director, should have known, that during the
15-day period immediately before or after the director's transaction
in a covered security, the Fund purchased or sold the covered
security, or the Fund or the Adviser considered purchasing or selling
the covered security.
3. REVIEW OF REPORTS. Appropriate management or compliance personnel of the
Fund and the Adviser will review the access person reports filed under this Code
and report violations to the Board of Directors of the Fund in accordance with
procedures approved by the Board.
4. NOTIFICATION OF REPORTING OBLIGATION. Each of the Fund and the Adviser
will identify all of its access persons who are required to make reports under
this Code and must inform those access persons of their reporting obligations.
5. ANNUAL CERTIFICATION. All access persons shall certify annually (on the
form attached hereto as Appendix D) in writing to the Fund that (i) they have
read the Code and recognize that they are subject to the Code's provisions, that
they have complied and will comply with such provisions and that they have
reported all personal securities transactions, holdings and securities accounts
required to be disclosed or reported pursuant to the Code.
F. APPROVAL AND REPORTS.
1. APPROVAL. The Fund's Board of Directors, including a majority of
disinterested directors, must approve this Code, and any material changes to
this Code. The Board of Directors must base its approval of this Code and any
material change thereto on a determination that the Code contains provisions
reasonably necessary to prevent access persons from engaging in conduct
prohibited by the preamble to this Code. Before approving this Code, the Board
of Directors must receive a certification from the Fund and the Adviser that
each has adopted procedures reasonably necessary to prevent access persons from
violating the Code of Ethics. The Board of Directors must approve a material
change to this Code no later than six months after the adoption of the material
change.
2. REPORTS. At each quarterly meeting of the Board of Directors, the Fund
and the Adviser will furnish to the Board of Directors for the Board of
Directors to consider, a written report that:
(a) Describes any issues arising under the Code or procedures since
the last report to the Board of Directors, including, but not limited to,
information about material violations of the Code or procedures and
sanctions imposed in response to material violations; and
(b) Certifies that the Fund and the Adviser have adopted and are
following procedures reasonably necessary to prevent Access Persons from
violating the Code.
G. SANCTIONS.
No Code of Ethics can cover every possible circumstance, and an
individual's conduct must depend ultimately upon his or her sense of fiduciary
obligation to the Fund and its shareholders. Nevertheless, this Code of Ethics
sets forth the Fund's policy regarding conduct in those situations in which
conflicts of interest are most likely to develop. Because the standards in this
Code of Ethics are mandatory rather than permissive, careful adherence to the
Code is essential.
Upon discovering a violation of this Code, the Board of Directors of the
Fund or the Adviser, as the case may be, may impose such sanctions as it deems
appropriate under the circumstances. Violators may be required to give up any
profit or other benefit realized from any transaction in violation of this Code.
In addition, conduct inconsistent with this Code may result in a letter of
censure or suspension or termination of the employment of the violator.
<PAGE>
Appendix A
INITIAL REPORT OF SECURITIES HOLDINGS AND ACCOUNTS
Date on which I become an Access Person ______________
Amount and Title of Name of Broker Check Type of Account
Covered Security: Dealer or Bank
Pers. Immed. Fam. Fiduciary
* * * *
* * * *
* * * *
* * * *
* * * *
* * * *
* * * *
* * * *
* * * *
* * * *
* * * *
The above is a record of (i) every covered security in which I had any direct
or indirect beneficial ownership on the date I became an Access Person as more
fully defined in the Fund's Code of Ethics; and (ii) the name of each broker,
dealer or bank with whom I maintained an account in which any securities were
held for my direct or in direct benefit as of the date I became an access
person.
Date:_______________________ Signature:__________________________
Note 1. This report shall not be construed as an admission by me that I
have any direct or indirect beneficial ownership in the
securities reported, which have been marked by me with an
asterisk(*). Such securities holdings are reported solely to meet
the standards imposed by Rule 17j-1 under the Investment Company
Act of 1940.
Note 2. Copies of brokerage statements are attached to this signed report
in lieu of the above
Note 3. Report must be submitted within 10 days after becoming an Access
Person.
<PAGE>
Appendix B
QUARTERLY REPORT OF SECURITIES TRANSACTIONS AND ACCOUNTS
For Calendar Quarter Ending __________________
<TABLE>
<CAPTION>
Amount and Title of Date Price Name of Broker Check Type of Account Approved by:
Covered Security:
Bought Sold Dealer or Bank and Pers. Immed. Fam. Fiduciary (if applicable)
Date Account was
Established
<S> <C> <C> <C> <C> <C> <C> <C> <C>
* * * * * * * *
* * * * * * * *
* * * * * * * *
* * * * * * * *
* * * * * * * *
* * * * * * * *
* * * * * * * *
* * * * * * * *
* * * * * * * *
* * * * * * * *
</TABLE>
The above is a record of (i) every transaction during the quarter in a covered
security in which I had or by reason of which I acquired any direct or
indirect beneficial ownership as more fully defined in the Fund's Code of
Ethics; and (ii) each account established by me with a broker, dealer or bank
in which any securities were held during the quarter for my direct or indirect
benefit.
Date:_______________________ Signature:__________________________
Note 1. If the transaction is other than a sale or purchase, please
explain the transaction below.
Note 2. In the case of debt securities, include principal amount,
interest rate and maturity date.
Note 3. This report shall not be construed as an admission by me that I
have acquired any direct or indirect beneficial ownership in the
securities involved in the transaction reported, which have been
marked by me with an asterisk(*). Such transactions are reported
solely to meet the standards imposed by Rule 17j-1 under the
Investment Company Act of 1940.
Note 4. Copies of brokerage statements are attached to this signed report
in lieu of the above.
Note 5. Report must be submitted within 10 days after the end of the
calendar quarter.
<PAGE>
Appendix C
ANNUAL REPORT OF SECURITIES HOLDINGS AND ACCOUNTS
For Calendar Year Ending December 31, _____
Amount and Title of Name of Broker Check Type of Account
Covered Security: Dealer or Bank
Pers. Immed. Fam. Fiduciary
* * * *
* * * *
* * * *
* * * *
* * * *
* * * *
* * * *
* * * *
* * * *
* * * *
* * * *
The above is a record of (i) every covered security in which I had any direct
or indirect beneficial ownership on the above calendar year end date as more
fully defined in the Fund's Code of Ethics; and (ii) the name of each broker,
dealer or bank with whom I maintain an account in which my securities were
held for my direct or in direct benefit.
Date:_______________________ Signature:__________________________
Note 1. This report shall not be construed as an admission by me that I
have any direct or indirect beneficial ownership in the
securities reported, which have been marked by me with an
asterisk(*). Such securities holdings are reported solely to meet
the standards imposed by Rule 17j-1 under the Investment Company
Act of 1940.
Note 2. Copies of brokerage statements are attached to this signed report
in lieu of the above
Note 3. Report must be filed within 30 days after the calendar year end.
<PAGE>
Appendix D
ANNUAL CERTIFICATION FORM
This is to certify that I have read and understand the Code of
Ethics of The India Growth Fund, Inc. and Unit Trust of India Investment
Advisory Services as amended January 24, 2000, and that I recognize that I am
subject to the provisions thereof and will comply with these provisions.
This is to further certify that I have complied with the
requirements of the Code of Ethics and that I have reported all personal
securities transactions, holdings and securities accounts required to be
disclosed or reported pursuant to the Code of Ethics.
Please sign your name here:________________________
Please print your name here:________________________
Please date here:________________
<PAGE>
THE INDIA GROWTH FUND INC.
Compliance Procedures Regarding Code of Ethics
As amended on January 24, 2000
The following procedures have been developed for assuring compliance
with the Code of Ethics adopted by The India Growth Fund, Inc. (the "Fund") and
Unit Trust of India Investment Advisory Services, Ltd., the investment adviser
for the Fund, (the "Adviser") pursuant to Rule 17j-1 under the Investment
Company Act of 1940 ("Rule 17j-1"). The Code of Ethics is attached hereto as
Exhibit A and the defined terms used herein have the meanings given to them in
the Code of Ethics. These procedures apply to and are being adopted by both the
Fund and the Adviser. The compliance procedures will be administered by the
Adviser.
(1) The Adviser will maintain a list of persons constituting "access
persons" as defined in the Code of Ethics, and will update the list of access
persons as changes in personnel occur. It is not anticipated that the Fund will
have employees; however, if the Fund does have employees who may be considered
access persons as defined in the Code of Ethics, the Adviser will include such
persons on the list of access persons. The Secretary of the Fund will advise the
Adviser of any changes in the list of access persons who are officers, directors
or employees (if any) of the Fund. The list of access persons as of the date of
these procedures is attached hereto as Exhibit B.
(2) The Adviser will send to each access person (other than
disinterested directors of the Fund), at the time that such person becomes an
access person, and in March of each year that such person continues to be an
access person, a copy of the then current Code of Ethics, with a transmittal
letter reminding the recipient that the recipient has certain duties under the
Code of Ethics as an access person.
(3) The Adviser shall obtain from each access person an Initial Report
of Securities Holdings (in the form attached as Appendix A to the Code of
Ethics), within ten days after such person becomes an access person, which
contains the information required by the Code of Ethics for that report.
(4) No later than five days prior to the end of each calendar quarter,
the Adviser shall send to each person who is then an access person (other than
disinterested directors of the Fund, unless the Adviser believes that the
disinterested director had access to current information regarding the Fund's
securities trading activities during such calendar quarter) a copy of the
Quarterly Report of Securities Transactions and Accounts (in the form attached
as Appendix B to the Code of Ethics), together with a request in the form
attached hereto as Exhibit B that the access person complete the report as
required by the Code of Ethics. The request also should indicate that the report
must be submitted even if the access person has not engaged in any securities
transactions or maintained any securities accounts during such quarter, and that
the report should be returned to the Adviser within ten calendar days after the
end of the calendar quarter.
(5) No later than five days after the end of each calendar year, the
Adviser shall send to each person who was an access person as of the end of the
year (other than disinterested directors of the Fund) a copy of the Annual
Report of Securities Holdings (in the form attached as Appendix C to the Code of
Ethics), together with a request in the form attached hereto as Exhibit C that
the access person complete the report as required by the Code of Ethics. The
request should indicate that the report must be submitted even if the access
person does not have any securities holdings or accounts as of the end of the
calendar year, and that the report should be returned to the Adviser within 30
calendar days after the end of the year.
(6) The Adviser shall obtain from each access person an Annual
Certification Form (in the form attached as Appendix D to the Code of Ethics)
certifying that such access person has read the Code of Ethics and recognizes
that he or she is subject to its provisions, that he or she has complied and
will comply with such provisions and that he or she has reported all personal
securities transactions, holdings and securities accounts required to be
disclosed or reported pursuant to the Code of Ethics.
(7) The Adviser shall, at its principal place of business, maintain
records in the manner and to the extent set out below and must make these
records available to the Securities and Exchange Commission ("SEC") or any
representative of the SEC at any time and from time-to-time for reasonably
periodic, special or other examination:
(i) a copy of the Code of Ethics that is in effect, or at any time
within the past five years was in effect, shall be maintained in an easily
accessible place;
(ii) a record of any violation of the Code of Ethics, and of any action
taken as a result of the violation, shall be maintained in an easily accessible
place for at least five years after the end of the fiscal year in which the
violation occurs;
(iii) a copy of each report made by an access person under the Code of
Ethics shall be maintained for at least five years after the end of the fiscal
year in which the report is made, the first two years in an easily accessible
place;
(iv) a record of all persons currently, or within the past five years,
who are or were required to make reports under the Code of Ethics, or who are or
were responsible for reviewing these reports, shall be maintained in an easily
accessible place; and
(v) a copy of the Adviser's annual report shall be maintained for at
least five years after the end of the fiscal year in which it is made, the first
two years in an easily accessible place.
(vi) the Adviser shall maintain a record of any decision, and the
reason supporting the decision, to approve the acquisition by investment
personnel of securities in IPOs or private placements for at least five years
after the end of the fiscal year in which the approval is granted.
(8) The Adviser shall designate a compliance officer who shall be
responsible for monitoring compliance by access persons and investment personnel
with the Code of Ethics. The Adviser shall confirm the identity of this
compliance officer to the Board of Directors at each quarterly Board meeting.
The compliance officer shall review each report filed by access persons under
the Code of Ethics and shall compare names of issuers listed in these reports
with lists of portfolio securities held by the Fund during appropriate periods
in order to determine whether any transactions effected by access persons
violated any provision of the Code of Ethics. If the compliance officer
determines that a transaction violated, or may have violated, the Code of
Ethics, he or she shall immediately report this circumstance to the President of
the Adviser, and the Adviser shall report that fact in the Adviser's Report to
the Board of Directors of the Fund at the next regular quarterly meeting of the
Board of Directors.
(9) The Adviser shall submit to the Board of Directors, at each
quarterly meeting of the Board, a list of all access persons and confirmation
that each access person (where required) has submitted the latest quarterly
securities transaction report completely and on a timely basis. The Adviser
shall also confirm to the Board, at appropriate Board meetings, that all initial
and annual securities reports required under the Code of Ethics have been
submitted on a timely basis. If securities reports are not submitted completely
or on a timely basis, the Adviser shall report such incomplete or untimely
filings to the Board at each quarterly meeting.
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EXHIBIT B
THE INDIA GROWTH FUND INC.
Access Persons as of January __, 2000
Directors and Officers of the Fund
Officers and Employees of the Adviser with Access
Officer's and Employees of UTI with Access
* Disinterested Directors
